THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE “CODE”). THERE CAN BE NO CERTAINTY THAT ANY OFFER WILL BE MADE NOR AS TO THE TERMS OF ANY OFFER
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
For Immediate Release
5 March 2012
Statement regarding Misys plc (“Misys” or the “Company”)
Funds advised by CVC Capital Partners Limited (“CVC”) and ValueAct Capital Master Fund, L.P. (“ValueAct”), the largest shareholder in Misys, confirm that they have concluded an agreement to work together with a view to making a recommended joint cash offer for Misys.
However, there can be no certainty that an offer will be made, nor, if made, that a transaction will result.
Under Rule 2.6(a) of the Code, CVC and ValueAct have until 5.00pm on 2 April 2012 to either announce a firm intention to make an offer or make a statement that they do not intend to make an offer for the Company. This deadline can be extended with the consent of the Panel in accordance with Rule 2.6(c) of the Code.
The Takeover Panel Executive has confirmed that it is satisfied that CVC and ValueAct are joint offerors for the purposes of the Code.
Jeffrey W. Ubben, CEO and Founder of ValueAct, commented:
“We are pleased to have teamed up with CVC to work on a potential joint offer. The proposed Misys and Temenos all share merger has strategic logic but after further consideration we have decided to evaluate whether we can make an alternative proposal that provides the certainty of cash upon completion. ValueAct remains committed to ensuring the best value for all Misys shareholders from any possible transaction.”
Ben Foster, Pendomer Communications +44 (0)20 3603 5221
About ValueAct Capital
ValueAct Capital®, with more than US$7 billion in investments and offices in San Francisco and Boston, seeks to make active strategic-block value investments in a limited number of companies. Its principals have demonstrated expertise in sourcing investments in companies they believe to be fundamentally undervalued and then working with management and the company’s board to implement strategies that generate superior returns for all shareholders.
This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities whether pursuant to this announcement or otherwise.
The distribution of this announcement in jurisdictions outside the United Kingdom and United States may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe, such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.
In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US Exchange Act, CVC and ValueAct or nominees or brokers or either of them (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, Misys shares outside of the United States, other than pursuant to an offer, before or during the period in which an offer remains open for acceptance. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required in the United Kingdom, will be reported to a Regulatory Information Service of the London Stock Exchange and will be available on the London Stock Exchange website, www.londonstockexchange.com.
Disclosure requirements of the Takeover Code (the “Code”)
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any paper offeror is first identified. An Opening Position Disclosure must contain details of the person’s interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person’s interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel’s website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel’s Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.
Publication on Website
A copy of this announcement will be made available at www.cvc.com. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.